Mission, Policies & Bylaws
Dedicated to preserving and promoting excellence in representational art, Oil Painters of America’s primary mission is to advance the cause of traditional, representational fine art by drawing attention to the lasting value of fine drawing, color, composition and the appreciation of light.
Through our national and regional shows, educational programs, scholarships and marketing efforts, OPA has become a leader in the art community and a driving force in the new Renaissance.
OIL PAINTERS OF AMERICA REPRESENTATIONAL BY LAWS
REVISED: November, 2003, February 3, 2006, February 26, 2009, December 14, 2009 and September 13, 2010
The name of this organization shall be “OIL PAINTERS OF AMERICA REPRESENTATIONAL”, a not for profit educational organization.
OIL PAINTERS OF AMERICA REPRESENTATIONAL will hereafter be referred to as OPAR in these BY-LAWS.
- The purpose of this organization is to preserve and promote representational oil painting. National exhibits, workshops, etc. will be held to encourage education in this form of art.
- Members of this organization shall be committed to the creation of original representational art.
There shall be seven (7) categories of membership:
- ASSOCIATE MEMBERS: Any resident of the North American continent or U.S. territories who is a representational oil painter of good character, interested in the aims and purpose of this organization and who pays the annual dues may become a member. Associate members can hold office and may vote in the official business of the organization.
- SIGNATURE MEMBERS: Signature members may use the OPA designation. Signature membership may be conferred by the Board of Directors on any artist of exceptional merit who remains a member in good standing and who has exhibited in three (3) national shows of OPAR. Signature members may vote and hold office.
- MASTER SIGNATURE MEMBERS: A signature member may be granted the title of Master Signature Member by the Board of OPAR if he or she exhibits further evidence of master status (gallery sales, publications, teaching, awards in national shows of other organizations, etc.) On rare occasions, the requirement for a new Master Signature Member to previously be a Signature Member may be waived. This shall be done only when the proposed Master Signature Member is at the highest level of professionalism, nationally recognized, and viewed to bring increased prestige to Oil Painters of America.
- HONORARY MEMBERSHIP: Upon recommendation of the Board of Directors, Honorary Membership may be conferred through a majority vote during any regular Board of Directors meeting. Honorary Members are exempt from the payment of dues. They may vote at general membership meetings, but cannot hold office in the organization. They qualify to participate in an advisory capacity and may be juried into national exhibits. Such membership may continue from year to year at the will of the Board of Directors.
- SUPPORTING MEMBERSHIP: is for individuals or organizations that wish to belong to and support OPAR with a substantial financial contribution in the form of dues. They will receive newsletters, catalogs, and invitations but are not eligible to participate in shows.
Supporting members may vote at general membership meetings but cannot hold office in this organization. They qualify to participate in an advisory capacity. They are recognized for their commitment in the literature of OPAR. Their supporting membership will continue for one calendar year.
- INTERNATIONAL SUPPORTING MEMBERSHIP: is for individuals or organizations outside of the United States, Canada or Mexico that wish to support OPAR with a substantial financial contribution in the form of dues. Artists who do not meet the residency requirements for associate or signature membership can become a member of the organization under this category. They will receive newsletters, catalogs, and invitations but are not eligible to participate in shows.
International supporting members may vote at general membership meetings but cannot hold office in this organization. They qualify to participate in an advisory capacity. They are recognized for their commitment in the literature of OPAR. Their supporting membership will continue for one calendar year.
International supporting membership dues will be set higher to off-set the additional expense of mailing abroad.
- GALLERY MEMBERSHIP
CONTRIBUTOR MEMBERSHIP: is for organizations wishing to make a major contribution to OPA with a donation in one of the “Partner” categories. No dues are required. They will receive newsletters and catalogs.
- SUPPORT IN ADDITION TO DUES
- LIFETIME MEMBER
- DEFINITION OF RESIDENCY
Gallery Membership is open to all Galleries who represent at least one current OPA member. Gallery members will receive newsletters, catalogs, and invitations but are not eligible to participate in shows. Gallery members are eligible to be listed in OPA’s Gallery Locator Service. This service makes it easy for collectors to locate galleries and the artists that they represent. All artists listed in the Gallery Locator Service must be current members of OPA.
All members who wish to provide additional support to the organization over and above the required annual dues (if any) will be recognized for their commitment in the literature of OPAR. Supporting donations consist of eight categories:
|1. Angel||Donations of $40 to $59|
|2. Friend||Donation of $60.00 to $499.00|
|3. Patron||Donation of $500.00 to $2,499.00|
|4. Benefactor||Donation of $2,500.00 or more|
|5. Bronze Partner||Donation of $5,000.00 to $9,999.00|
|6. Silver Partner||Donation of $10,000.00 to $14,999.00|
|7. Gold Partner||Donation of $15,000.00 to $19,999.00|
|8. Platinum Partner||Donation of $20,000.00 and over|
OPA Members who have distinguished themselves through their hard work, exceptional service and commitment to the organization are eligible to become “Lifetime Members.” Nominations for this distinction should come from a Board member and passed by a vote of no less than two-thirds (2/3) of the members of the Board. In view of the high esteem in which this award is regarded by the OPA, the Board should exercise unusual diligence in its efforts to identify and select only truly outstanding candidates. Lifetime members are exempt from paying annual membership dues.
OPA members whose residency is questionable must be able to prove that they have been physically present at the address provided to OPAR for eight of the last twelve months and that the residency is still considered to be their permanent domicile. A domicile is a fixed, permanent home to which an individual intends to return whenever absent. A person who claims residency while living in another state or country must provide proof including, but not limited to, evidence that the person has not acquired a domicile in another state or country, tax records, employment history, references, utility bills in the individuals name, and evidence of maintaining a continuous voting record. Artists falsifying claims of residency by providing an address in which they do not reside will be asked to resign from the organization. The decision of the Board is final.
The prospectus for the yearly national show shall come out in November of each year. It shall enumerate the entry fee for the yearly show and the general, associate membership dues. Annual dues shall be paid by the entry date of the National Show.
The dues shall be used exclusively for the promotion of the organization and the payment of its bills.
The fiscal year shall be from January first (1st) through December thirty-first (31st).
BOARD OF DIRECTORS
The Board of Directors shall be the personification of the WILL of the organization. The President, with the assistance and cooperation of all officers, shall be the carrier of that will.
The Board of Directors shall consist of eleven (11) members, including President, Vice President, Secretary, and Treasurer.
The Board of Directors shall be the governing body of the organization, and shall make the rules for its government and define the duties of its officers within the guidelines of these BY-LAWS.
The Board of Directors shall control the funds of the organization and shall act as trustee for any special funds entrusted to the organization.
If a Director should resign or be unable to discharge the duties of his/her office, the Board of Directors shall request that the Nominating Committee present recommendations to the Board to replace the Director on a probationary one-year basis. The new Director would then be presented to the membership for permanent election at the first election following the end of the one-year period. By a two-thirds vote, the Board of Directors could determine not to submit the person for permanent election to the Board.
The Board and Directors (in addition to the above general powers) shall have the following special powers:
- To fix and enforce penalties for the violations of the BY-LAWS and rules in cases where none are fixed by the BY-LAWS or
- To fix and enforce penalties for the violations of the policies and rules in cases where none are fixed by the policies or
- To remove by a resolution passed by a vote of no less than two-thirds (2/3) of the members of the Board, any committee, either standing or special, or any member thereof, or any officer or member of the Board who fails to attend to their duties under these BY-LAWS or for conduct deemed contrary to the aims of OPAR.
- To remove by a resolution passed by a vote of no less than two-thirds (2/3) of the members of the Board, any member due to incapacity or failure to attend three Board meetings within a one-year period.
Regular meetings of the Board shall be held quarterly, unless otherwise provided by the Board of Directors. These meetings may be in person, or by video, telephone or Internet based conferencing as designated by the Board.
Special meetings of the Board may be called by the President or two-thirds (2/3) of the Members of the Board.
Two-Thirds (2/3) of the Board shall constitute a quorum at all meetings of the Board of Directors. Two (2) of whom shall be the President or Vice President and another officer.
In recognition of their services, membership dues and jurying fees shall be waived for Board Members.
Upon retirement, Board members who have distinguished themselves through their hard work, exceptional service and commitment to the organization are eligible to become an “Honorary Board Member.” Nominations for this distinction should come from a Board member and passed by a vote of no less than two-thirds (2/3) of the members of the Board. In view of the high esteem in which this award is regarded by the OPAR, the Board should exercise unusual diligence in its efforts to identify and select only truly outstanding candidates. Honorary Board Members can attend Board meetings and participate in discussions but may not vote.
The Executive Committee shall consist of the President, Vice President, Treasurer and Immediate Past President. The Immediate Past President will be an advisory position and would only vote if his vote is needed to break a tie.
The Executive Committee shall have the responsibility of making interim policy decisions between Board Meetings where the decisions cannot wait for a full Board Meeting. These cannot be policy decisions requiring full Board approval per the By-Laws. These Executive Committee policy decisions should include (but not be limited to) any items that may be considered debatable by the Board of Directors.
Three of four members must be present to consist of an Executive Committee meeting. If there are not enough members present for a quorum, the matter for discussion shall be referred to the Board via e-mail or conference call.
The Executive Committee should meet midway between Board meetings and “as needed”. In addition, an Executive Committee meeting may be called by any Executive Committee member to discuss a new policy item which needs action prior to regularly scheduled meetings.
All officers shall be the carriers of the WILL of the Board of Directors of the organization.
PRESIDENT: The President of OPAR shall preside at all meetings of the Board of Directors and at all other meetings of the organization and shall have power to appoint committees with the concurrence of the Board.
VICE PRESIDENT: It shall be the duty of the Vice President to perform all the duties of the President in the absence of that officer.
SECRETARY: It shall be the duty of the Secretary to attend all meetings of the organization and the Board of Directors and to keep records of the proceedings. In the absence of the Secretary, an Acting Secretary shall be the custodian of the Seal of the Organization and its records. The books and papers of the organization shall, at all times, be open for inspection to members of the organization. The Secretary shall keep a roll of all members and shall summon the members of the organization and the Board of Directors to all meetings. The Secretary shall conduct correspondence and transact any other business that may be required by the Board, with such assistance as the Board shall provide.
TREASURER: The Treasurer shall receive and hold all moneys and securities belonging to, or receivable by the organization, and pay them out in such manner as shall be designated by the Board of Directors. The Treasurer shall, at the annual meeting of the organization, submit a statement of the receipts and disbursement for the preceding fiscal year, and shall perform such other duties as may, from time to time, be prescribed by the Board. All checks of the OPAR must be signed by the Treasurer or designated members of the Board.
The Treasurer shall, if so directed by the Board of Directors, at the expense of the organization obtain a bond from a responsible surety company, as surety of the faithful discharge of the Treasurer’s duties. All funds shall be in the name of the organization in such depositories as the Board shall direct. If in the judgment of the Board there are funds in such account or accounts in excess of the needs for operating purposes such surplus funds may be invested in such manner as may be directed by the Board.
The Treasurer shall make a quarterly report to the Board of Directors showing the financial condition of the organization, and shall make an annual report at the last meeting of the Board before the annual meeting.
No officer, member of the Board or member of the organization shall have power to make any obligation binding the organization to payment of any sum of money whatsoever without approval of the executive committee. The executive committee shall establish guidelines for the approval of expenses.
General membership meetings of OPAR shall be held once a year to coincide with the National Show. Time and location shall be identified at least 30 days before the meeting.
NOMINATIONS AND ELECTIONS
Ninety (90) days before the annual meeting, the Board shall appoint a nominating committee consisting of three (3) members of the Board to interview and evaluate proposed candidates for the Board. The composition of this committee will change annually. The nominating committee will be responsible for soliciting resumes from the membership via e-mail and/or newsletter and interviewing proposed candidates to ascertain: (1.) Their commitment to the aims of OPAR (2.) Their willingness to serve on the board (3.) Their commitment to attend at least half of the Board meetings. The nominating committee shall submit their recommendations to the Board for final review.
Current Board Members not seeking reelection should submit their resignation 90 days prior to the Annual Business Meeting.
Any member in good standing may nominate an Associate, Signature or Master Member for the Board of Directors by submitting his or her name to the nominating committee.
The Board shall provide a list of candidates to the membership at least three weeks before the annual meeting.
At the annual meeting, members shall elect directors by a simple majority vote of those present and any written proxies submitted by members not in attendance.
Directors shall serve for a two (2) year period, with staggered terms i.e. no less than two (2) Board members shall be up for election each year.
The Nominating Committee will also be responsible for providing a slate of officers to be elected at the Board meeting held in conjunction with the Annual Meeting. Candidates should submit their intent to run to the Nominating Committee 90 days before the election. Candidates should submit their first choice for office, along with any alternative positions they would like to consider.
The Nominating Committee has the responsibility of evaluating the proposed candidates. The slate of candidates is to be submitted to the Board of Directors at least one month before the meeting at which the election will be held. The officers to be elected are President, Vice-President, Secretary and Treasurer. Where there is more than one candidate for an office, the votes shall be by paper ballot.
When a Board member is absent, he/she may submit a proxy vote in one of two ways: 1.) Submit his/her vote directly to the Executive Director or 2.) give written or express authority to a like-minded Board member to vote on his/her behalf.
With the exception of announcing the winners, all results will remain confidential.
If the Board deems it necessary to postpone the election of Officers, the vote can be postponed and submitted by written ballot.
The Board of Directors (not the nominating committee) shall have the final authority to elect the President, Vice President, Secretary, and Treasurer who shall hold office for a two (2) year period.
Board membership shall be limited to ten years of service with the exception of a member who is serving as President in his/her tenth or eleventh year. This individual would continue to complete his two-year term as President and serve as Immediate Past President for two additional years. Directors elected prior to May 2010, are exempt.
Board members who want to continue to serve on the Board after their ten years of service can resubmit their resume for approval.
The President shall appoint, subject to the approval of the Board of Directors, such committees as are deemed necessary to conduct the business of the organization. These committees may consist of members of the Board or members at large.
EXHIBITIONS AND SHOWS
There shall be at least one National show annually and as many regional shows as may from time to time be determined by the Board to be practicable giving considerations to geographic and demographic factors, and the availability of host galleries, museums and other appropriate venues.
Any member except Supporting Members may enter the annual show. A five (5) person jurying committee shall evaluate entries of Associate and Signature members..
Regional shows are limited to members in the region and to Master Signature Members of any region. A three person jurying committee will jury entries of Associate and Signature members into the regional show.
The BY-LAWS may be amended at any regular meeting of the Board of Directors of the Organization, or at any special meeting, of the Board called for that purpose, by an affirmative vote of at least two-thirds (2/3) of the members of the Board. When an amendment to the BY-LAWS is proposed for action by the Board, each member of the Board must be provided with a copy of such amendment at least ten (10) days before the meeting at which it is to be considered.
RULES OF PROCEDURE
The rules contained in the latest revision of Robert’s Rules of Order shall govern all meetings of the Board of Directors except to the extent that the same may conflict with these bylaws.